Professional Services SEO Hosting Contract

Professional Services SEO Hosting Contract

This Professional Services SEO Hosting Contract ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , with principal address: and Service Provider Name: , with principal address: . Each of Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client requires professional search engine optimization ("SEO") services and related hosting services for Client's website and associated digital properties; and

WHEREAS, Provider represents that it has the expertise, personnel, systems and hosting infrastructure necessary to perform the SEO services and to host Client's website in accordance with the terms of this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights, duties and obligations regarding the provision of SEO, hosting, maintenance and support services.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform SEO services and related professional services as described in the Scope of Work. The Scope of Work shall include on-page optimization, technical SEO audits and fixes, content recommendations, link building strategy, analytics setup, and monthly performance reporting. Detailed scope:

1.2 Commencement. Provider shall commence provision of services on Service Start Date: and shall perform services in accordance with the schedule set forth in the Scope of Work.

2. HOSTING SERVICES

2.1 Hosting. Provider shall host Client's website using industry-standard infrastructure and shall use commercially reasonable efforts to maintain availability consistent with the Service Level in Section 12. Hosting services include routine backups, security patching, and capacity management.

3. SEO SERVICES

3.1 Deliverables. Provider shall deliver the monthly SEO deliverables described in the Scope of Services, which may include keyword research, technical fixes, metadata implementation, content briefs, link acquisition strategies and monthly reports. Provider will maintain records of actions taken and provide access upon request.

4. FEES AND PAYMENT

4.1 Invoices and Payment Terms. Provider shall invoice Client monthly in advance for hosting and SEO services. Client shall pay undisputed invoices within Payment Terms (days): days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.2 Expenses. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of services upon submission of supporting documentation.

5. TERM AND TERMINATION

5.1 Term. The initial Term of this Agreement shall be Initial Term (months): months commencing on the Service Start Date. Thereafter this Agreement shall automatically renew for successive Renewal Term (months): month periods unless either Party provides written notice of non-renewal at least Termination Notice (days): days prior to expiration of the then-current term.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within Cure Period (days): days after receipt of written notice specifying the breach.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, technical data, customer lists and pricing.

6.2 Obligations. Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except to perform obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by substantially similar confidentiality obligations.

7. INTELLECTUAL PROPERTY

7.1 Pre-Existing Materials. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Neither Party conveys any ownership rights by performing under this Agreement.

7.2 Deliverables. Except for Provider's Tools and Background IP, all rights, title and interest in Deliverables specifically created for Client under this Agreement shall be assigned to Client upon full payment of all amounts due. Provider hereby grants Client a perpetual, non-exclusive, worldwide license to any Provider Tools embedded in Deliverables solely to use the Deliverables for Client's internal business purposes.

8. WARRANTIES; DISCLAIMERS

8.1 Mutual Warranty. Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that performance will not violate any agreement with a third party.

8.2 Provider Warranty. Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance of the deficient services at Provider's expense.

8.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PROVIDER DOES NOT WARRANT SPECIFIC RESULTS FROM SEO SERVICES.

9. LIMITATION OF LIABILITY

9.1 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. Liability Cap Amount:

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider shall indemnify, defend and hold Client harmless from and against third-party claims alleging that the Deliverables, as delivered by Provider, infringe a valid patent, copyright or trademark, provided that Client notifies Provider promptly in writing and cooperates in the defense. Provider's indemnity obligation is conditioned upon Provider having sole control of the defense and settlement of any such claim.

10.2 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against claims arising out of Client-provided content or Client's breach of this Agreement, including use of Deliverables in combination with materials not supplied by Provider.

11. DATA PROTECTION

11.1 Protection Measures. Provider shall implement and maintain reasonable administrative, physical and technical safeguards for protection of Client Data against unauthorized access, loss or disclosure. Provider shall promptly notify Client of any security incident affecting Client Data and cooperate in remediation.

12. SERVICE LEVELS & MAINTENANCE

12.1 Uptime. Provider targets Hosting Uptime (%) : availability per calendar month, excluding scheduled maintenance. Scheduled maintenance windows will be communicated at least Maintenance Notice (hours): hours in advance.

12.2 Remedies for Downtime. If Provider fails to meet the uptime commitment, Client may be eligible for service credits calculated as described in the SLA. Service credits are Client's sole remedy for unplanned downtime.

13. SUPPORT

13.1 Support Hours and Response. Provider will provide technical support during Support Hours: . Response Time for critical incidents: .

14. NOTICES

All notices, consents and approvals required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice. Notice is effective upon receipt.

15. ASSIGNMENT

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a sale of substantially all of Provider's assets or by merger or consolidation, provided that the assignee agrees in writing to assume Provider's obligations hereunder.

16. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver; failure to enforce any right is not a waiver of that right.

17. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflicts of law principles. The Parties will first attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration in a mutually agreed location, unless the Parties mutually agree to litigation for injunctive relief.

18. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with the Scope of Work and any exhibits or attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

MISCELLANEOUS

The Parties acknowledge that Provider may subcontract portions of the services to qualified subcontractors provided that Provider remains responsible for performance. Any notices, invoicing details, bank information and other administrative details required for performance shall be exchanged between the Parties and updated as necessary.

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